Effective: September 1, 2019
Table of Contents:
Information We Collect and Receive
How We Use Information
How We Share and Disclose Information
Data Protection Officer
Identifying the Data Controller and Processor
Data Protection Authority
Information We Collect And Receive
SVEXA may collect and receive user data and other information and data (“Other Information”) in a variety of ways:
User Data. Users routinely submit data to SVEXA when using the Services.
Other Information. SVEXA also collects, generates and/or receives Other Information:
Account Information. To create or update an account, you or your Team Manager/Coach supply SVEXA with an email address, phone number, password, domain and/or similar account details.
Services Metadata. When a User interacts with the Services, metadata is generated that provides additional context about the way Users work. For example, SVEXA logs the features, data, content and links you interact with, the types of files shared, content of messages, and what Third Party Services are used (if any).
Log data. As with most websites and technology services delivered over the Internet, our servers automatically collect information when you access or use our Websites or Services and record it in log files. This log data may include the Internet Protocol (IP) address, the address of the web page visited before using the Website or Services, browser type and settings, the date and time the Services were used, information about browser configuration and plugins, language preferences and cookie data.
Device information. SVEXA collects information about devices accessing the Services, including type of device, what operating system is used, device settings, application IDs, unique device identifiers and crash data. Whether we collect some or all of this Other Information often depends on the type of device used and its settings.
Location information. We receive information from you and other third-parties that helps us approximate your location. We may, for example, use a business address you’ve provided, or an IP address received from your browser or device to determine approximate location. SVEXA may also collect location information from devices in accordance with the consent process provided by your device.
Contact Information. In accordance with the consent process provided by your device, any contact information that a User chooses to import (such as a contact list from a device) is collected when using the Services.
Third Party Data. SVEXA may receive data about organizations, industries, Website visitors, marketing campaigns and other matters related to our business from parent corporation(s), affiliates and subsidiaries, our partners or others that we use to make our own information better or more useful. This data may be combined with Other Information we collect and might include aggregate level data, such as which IP addresses correspond to zip codes or countries. Or it might be more specific: for example, how well an online marketing or email campaign performed.
Additional Information Provided to SVEXA. We receive Other Information when submitted to our Websites or if you respond to our advertising, participate in a focus group, contest, activity or event, apply for a job, request support, interact with our social media accounts or otherwise communicate with SVEXA.
Generally, no one is under a statutory or contractual obligation to provide any User Data or Other Information (collectively, “Information”). However, certain Information is collected automatically and, if some Information, such as Account setup details, is not provided, we may be unable to provide the Services.
How We Use Information
User Data will be used by SVEXA in accordance with User’s instructions, including any applicable terms in the Terms of Service, and as required by applicable law. SVEXA is a processor of User Data and User is the controller. User may, for example, use the Services to configure settings, access, modify, export, share and remove User Data and otherwise apply its policies to the Services.
SVEXA uses Other Information in furtherance of our legitimate interests in operating our Services, Websites and business. More specifically, SVEXA uses Other Information:
To provide, update, maintain and protect our Services, Websites and business. This includes use of Other Information to support delivery of the Services, prevent or address service errors, security or technical issues, analyze and monitor usage, trends and other activities or at a User’s request.
As required by applicable law, legal process or regulation.
To communicate with you by responding to your requests, comments and questions. If you contact us, we may use your Other Information to respond.
To develop and provide search, learning and productivity tools and additional features. SVEXA tries to make the Services as useful as possible for each User. For example, we may improve search functionality by using Other Information to help determine and rank the relevance of content, reports or expertise to a User, make Services suggestions based on historical use and predictive models, identify organizational trends and insights, to customize a Services experience or create new productivity features and products.
To send emails and other communications. We may send you service, technical and other administrative emails, messages and other types of communications. We may also contact you to inform you about changes in our Services, our Services offerings, and important Services-related notices, such as security and fraud notices. These communications are considered part of the Services and you may not opt out of them. In addition, we sometimes send emails about new product features, promotional communications or other news about SVEXA. These are marketing messages so you can control whether you receive them.
For billing, account management and other administrative matters. SVEXA may need to contact you for invoicing, account management and similar reasons and we use account data to administer accounts and keep track of billing and payments.
To investigate and help prevent security issues and abuse.
How We Share And Disclose Information
This section describes how SVEXA may share and disclose Information.
User’s Instructions. SVEXA will solely share and disclose User Data in accordance with a User’s instructions, including any applicable terms in the Terms of Service, and in compliance with applicable law and legal process.
Displaying the Services. When a User submits Other Information, it may be displayed to other Users in the same or connected Accounts. For example, a User’s email address may be displayed with their Account profile, if appropriate
Collaborating with Others. The Services provide different ways for Users working in independent Accounts to collaborate, such as shared reports. Other Information, such as a User’s profile Information, may be shared, subject to the policies and practices of the other Account(s).
User Access. Owners, administrators, Users and other User representatives and personnel may be able to access, modify or restrict access to Other Information.
Third Party Service Providers and Partners. We may engage third party companies or individuals as service providers or business partners to process Other Information and support our business. These third parties may, for example, provide virtual computing and storage services.
Third Party Services. SVEXA may share Other Information with Third Party Services. Third Party Services are not owned or controlled by SVEXA and third parties that have been granted access to Other Information may have their own policies and practices for its collection and use. Please check the privacy settings and notices in these Third Party Services or contact the provider for any questions.
Corporate Affiliates. SVEXA may share Other Information with its corporate affiliates, parents and/or subsidiaries.
During a Change to SVEXA’s Business. If SVEXA engages in a merger, acquisition, bankruptcy, dissolution, reorganization, sale of some or all of SVEXA’s assets or stock, financing, public offering of securities, acquisition of all or a portion of our business, a similar transaction or proceeding, or steps in contemplation of such activities (e.g. due diligence), some or all Other Information may be shared or transferred, subject to standard confidentiality arrangements.
Aggregated or De-identified Data. We may disclose or use aggregated or de-identified Other Information for any purpose. For example, we may share aggregated or de-identified Other Information with prospects or partners for business or research purposes, such as telling a prospective SVEXA User the average amount of time spent within a typical Account.
To Comply with Laws. If we receive a request for information, we may disclose Other Information if we reasonably believe disclosure is in accordance with or required by any applicable law, regulation or legal process.
To enforce our rights, prevent fraud, and for safety. To protect and defend the rights, property or safety of SVEXA or third parties, including enforcing contracts or policies, or in connection with investigating and preventing fraud or security issues.
With Consent. SVEXA may share Other Information with third parties when we have consent to do so.
To the extent prohibited by applicable law, SVEXA does not allow use of our Services and Websites by anyone younger than 16 years old. If you learn that anyone younger than 16 has unlawfully provided us with personal data, please contact us and we will take steps to delete such information.
Data Protection Officer
To communicate with our Data Protection Officer, please email dpo@SVEXA.com.
Identifying The Data Controller And Processor
Data protection law in certain jurisdictions differentiates between the “controller” and “processor” of information. In general, User is the controller of User Data. In general, SVEXA is the processor of User Data and the controller of Other Information.
Individuals located in certain countries, including the European Economic Area, have certain statutory rights in relation to their personal data. Subject to any exemptions provided by law, you may have the right to request access to Information, as well as to seek to update, delete or correct this Information. You can usually do this using the settings and tools provided in your Services account. If you cannot use the settings and tools, contact SVEXA for additional access and assistance.
To the extent that SVEXA’s processing of your Personal Data is subject to the General Data Protection Regulation, SVEXA relies on its legitimate interests, described above, to process your data. SVEXA may also process Other Information that constitutes your Personal Data for direct marketing purposes and you have a right to object to SVEXA’s use of your Personal Data for this purpose at any time.
Data Protection Authority
Subject to applicable law, you also have the right to (i) restrict SVEXA’s use of Other Information that constitutes your Personal Data and (ii) lodge a complaint with your local data protection authority.
675 Sharon Park Drive, #145
Menlo Park, California 94025, USA
What is a cookie?
Cookies are small text files sent by us to your computer or mobile device, which enables SVEXA features and functionality. They are unique to your account or your browser. Session-based cookies last only while your browser is open and are automatically deleted when you close your browser. Persistent cookies last until you or your browser delete them or until they expire.
To find out more about cookies, visit this site.
How is SVEXA using cookies?
Some cookies are associated with your account and personal information in order to remember that you are logged in. Other cookies are not tied to your account but are unique and allow us to carry out analytics and customization, among other similar things.
Cookies can be used to recognize you when you visit a Site or use our Services, remember your preferences, and give you a personalized experience that’s consistent with your settings. Cookies also make your interactions faster and more secure.
Categories of Use
Authentication: If you're signed in to our Services, cookies help us show you the right information and personalize your experience
Preferences, features and services: Cookies can tell us which language you prefer and what your communications preferences are. They can help you fill out forms on our Sites more easily. They also provide you with features, insights, and customized content
How are cookies used for advertising purposes?
Cookies and other ad technology such as beacons, pixels, and tags help us market more effectively to users that we and our partners believe may be interested in SVEXA. They also help provide us with aggregated auditing, research, and reporting, and know when content has been shown to you.
What can you do if you don't want cookies to be set or want them to be removed, or if you want to opt out of interest-based targeting?
Some people prefer not to allow cookies, which is why most browsers give you the ability to manage cookies to suit you. In some browsers you can set up rules to manage cookies on a site-by-site basis, giving you more fine-grained control over your privacy. What this means is that you can disallow cookies from all sites except those that you trust.
Browser manufacturers provide help pages relating to cookie management in their products. Please see below for more information.
For other browsers, please consult the documentation that your browser manufacturer provides.
You can opt out of interest-based targeting provided by participating ad servers through the Digital Advertising Alliance (http://youradchoices.com). In addition, on your iPhone, iPad or Android, you can change your device settings to control whether you see online interest-based ads.
If you limit the ability of websites and applications to set cookies, you may worsen your overall user experience and/or lose the ability to access the services, since it will no longer be personalized to you. It may also stop you from saving customized settings, like login information.
Does SVEXA respond to Do Not Track Signals?
We honor Do Not Track signals and Do Not Track, plant cookies, or use advertising when a Do Not Track (DNT) browser mechanism is in place.
SVEXA Terms of Service
Effective: September 1, 2019
These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our online workplace productivity tools and platform (the “Services”). Please read them carefully. We are grateful you’re here.
First Things First
These “User Terms” Form a Part of a Binding “Contract”
These Customer Terms (or, if applicable, your written agreement with us) and any (s) (defined below) together form a binding “Contract” between you and us. “We,” “our” and “us” refer to SVEXA.
Your Agreement On Behalf of “Customer”
If you open SVEXA account(s), or use or allow use of that account by any other Customers, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of those Customers. Please make sure you have the necessary authority to enter into the Contract on behalf of other Customers before proceeding.
Customer Choices and Instructions
Who is “Customer”?
“Customer” is the organization that you represent in agreeing to the Contract. If your account is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the account.
Signing Up Using a Corporate Email Domain
If you signed up for an account using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your account (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the account, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.
What This Means for Customer—and for Us
Individuals authorized by Customer to access the Services (an “Authorized User”) may submit content or information to the Services, such as athlete load or performance data (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Services, manage permissions, retention and export settings, transfer or assign accounts. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.
Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.
An account allows an Authorized User to access the Services. No matter the role, a account is required for each Authorized User. An account may be procured through the Services interface, or via a Master Agreement entered into between Customer and us. Each Authorized User must agree to the Customer Terms to activate their account. Accounts commence when we make them available to Customer and continue for the term specified below, in the Services “check-out” interface, or in the Master Agreement, as applicable. Each account is for a single Authorized User for a specified term and is personal to that Authorized User. During an active account term, adding more accounts is fairly easy. Unless the Master Agreement says otherwise, Customer may open more accounts at the same terms stated and all will terminate on the same date.
We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when deciding to open an account. If Customer decides to open an account, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.
Choosing to be a Beta Tester
Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.
Feedback is Welcome
The more suggestions our Customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.
Customer and Authorized Users' Use of the Services
Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the Customer Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are over 16 years old.
Our Removal Rights
If we believe that there is a violation of the Contract that can simply be remedied by Customer removal of certain Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.
Acceptable Use Policy
To help ensure a safe and productive work environment, all Customers Authorized Users must comply with our Acceptable Use Policy and any applicable policies established by Customer. If you see inappropriate behavior or content, please report it to your Primary Owner or Team Manager or Coach.
For Customers that purchase our chargeable Services, fees are specified at the Services interface “check-out” and in the Master Agreement(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any accounts from paid to free, Customer will remain responsible for any unpaid fees outstanding, and chargeable Services will be deemed fully performed and delivered upon expiration of the initial paid account term. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.
Any credits that may accrue to Customer account (for example, from a promotion), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.
Downgrade for Non-Payment
If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any chargeable Services to free versions until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Notwithstanding the second paragraph of the “Providing the Services” section below, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data.
Providing the Services
We will make the Services available to Customer and its Authorized Users as described in the Contract.
Be assured that (a) the Services will perform materially in accordance with our then-current web pages or other relevant documentation; and (b) subject to the “Downgrade for Non-Payment” sections, we will not materially decrease the functionality of a Service during an account term. For any breach of a warranty in this section, Customer exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.
Keeping the Services Available
For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.
Protecting Customer Data
The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a high level. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control.
The SVEXA Extended Family
We may leverage our employees, those of our corporate affiliates and third party contractors (the “SVEXA Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the SVEXA Extended Family’s compliance with our obligations under the Contract.
Ownership and Proprietary Rights
What’s Yours is Yours…
As between us on the one hand, and Customer (and their Authorized Users) on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the SVEXA Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.
And What’s Ours is Ours
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the Customer Terms. All of our rights not expressly granted by this license are hereby retained.
Term and Termination
As further described below, a free account continues until terminated, while a paid account has a term that may expire or be terminated. The Contract remains effective until all accounts ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all accounts.
Unless a Master Agreement says something different, (a) all accounts automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Master Agreement) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) any chargeable Services pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of an account term to stop the account from automatically renewing.
Termination for Cause
We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.
Termination Without Cause
Customer may terminate its free accounts immediately without cause. We may also terminate Customer’s free accounts without cause, but we will provide Customer with thirty (30) days prior written notice.
Effect of Termination
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all accounts after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those accounts after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
Data Portability and Deletion
We are custodians of Customer Data. During the term of an account, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of an account, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.
Representations Disclaimer of Warranties
Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the Customer Terms.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Limitation of Liability
OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE SVEXA EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE CUSTOMER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE SVEXA EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and any pricing for the Services.
Our Indemnification of Customer
We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us and the SVEXA Extended Family for, any Claim Against Customer.
Customer's Indemnification of Us
Customer will defend SVEXA and the members of the SVEXA Extended Family (collectively, the “SVEXA Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the Customer Terms (a “Claim Against Us”), and will indemnify the SVEXA Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a SVEXA Indemnified Party in connection with or as a result of, and for amounts paid by a SVEXA Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the SVEXA Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.
Limitations on Indemnifications
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all s, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Protection and Use of Confidential Information
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
Compelled Access or Disclosure
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
The sections titled “Feedback is Welcome,” “Our Removal Rights,” “A Condition of Use,” “Payment Terms,” “Credits,” “The SVEXA Extended Family,” “What’s Yours is Yours…,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.
Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to support@SVEXA.com stating that it does not wish to be used as a reference.
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationship of the Parties; No Third Party Beneficiaries
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.
Email and SVEXA Messages
Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to SVEXA will be sent to support@SVEXA.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@SVEXA.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
As our business evolves, we may change these Customer Terms and the other components of the Contract (except any s). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
Except with respect to the SVEXA Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Master Agreements), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying SVEXA of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all accounts after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
For customers located in the United States, the following terms apply:
Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Nevada and the United States, without regard to choice or conflict of law rules thereof.
The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
The Contract, including these Customer Terms and all referenced pages and s, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Master Agreement (if any), (2) the Customer Terms and (4) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Master Agreements) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.
Please also feel free to contact us if you have any questions about SVEXA’s Customer Terms of Service. You may contact us at support@SVEXA.com or at our mailing address below:
Silicon Valley Exercise Analytics, Inc.
675 Sharon Park Drive, #145
Menlo Park, California 94025
SVEXA ACCEPTABLE USE POLICY
Effective Date: September 1, 2019
This Acceptable Use Policy sets out a list of acceptable and unacceptable conduct for our Services. If we believe a violation of the policy is deliberate, repeated or presents a credible risk of harm to other users, our customers, the Services or any third parties, we may suspend or terminate your access. This policy may change as SVEXA grows and evolves, so please check back regularly for updates and changes. Capitalized terms used below but not defined in this policy have the meaning set forth in the Customer Terms of Service.
comply with all Customer Terms of Service, including the terms of this Acceptable Use Policy;
comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies, including, but not limited to, the U.S. Securities and Exchange Commission, and any rules of any national and other securities exchanges;
upload and disseminate only Customer Data to which Customer owns all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law;
use commercially reasonable efforts to prevent unauthorized access to or use of the Services;
keep passwords and all other login information confidential;
monitor and control all activity conducted through your account in connection with the Services;
promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and
comply in all respects with all applicable terms of the third party applications, including any that Customer elects to integrate with the Services that you access or subscribe to in connection with the Services.
permit any third party that is not an Authorized User to access or use a username or password for the Services;
share, transfer or otherwise provide access to an account designated for you to another person;
use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else's trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of SVEXA or any third party;
attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);
attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;
use the Services in any manner that may harm minors or that interacts with or targets people under the age of thirteen;
engage in activity that incites or encourages violence or hatred against individuals or groups;
impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other Authorized User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;
access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
send unsolicited communications, promotions or advertisements, or spam;
place any advertisements within a SVEXA client;
send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
abuse referrals or promotions to get more credits than deserved;
sublicense, resell, time share or similarly exploit the Services;
use the Services for consumer purposes, as SVEXA is intended for use by businesses and professionals;
use contact or other user information obtained from the Services (including email addresses) to contact Authorized Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Authorized Users for use outside of the Services; or
authorize, permit, enable, induce or encourage any third party to do any of the above.